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Freshlocal Solutions Inc. Announces Closing of Qualifying Transaction

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Freshlocal Solutions Inc. Announces Closing of Qualifying Transaction Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. Freshlocal Solutions Inc. Announces Closing of Qualifying Transaction VANCOUVER, British Columbia, April 16, 2021 – Freshlocal Solutions Inc. (TSXV: RHV.P) (“Freshlocal Solutions” or the “Company”) (formerly “Rainy Hollow Ventures Inc.”) is pleased to announce that it completed today its qualifying transaction (the “Transaction”) pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the “TSXV”), which consisted of a reverse take-over of the Company by Sustainable Produce Urban Delivery Inc. (“SPUD”) by way of a statutory plan of arrangement in accordance with the previously announced arrangement agreement dated December 21, 2020, as amended on March 9, 2021, between the Company and SPUD. Freshlocal Solutions will continue the business of SPUD, which is the provision of end-to-end grocery e- commerce solutions. Following completion of the Transaction, there are now 43,787,883 common shares of Freshlocal Solutions issued and outstanding as of the date hereof. As previously announced, Freshlocal Solutions has received conditional approval from the Toronto Stock Exchange (the “TSX”) for the listing and posting for trading of its common shares on the TSX and Freshlocal Solutions’ common shares are expected to commence trading on the TSX on or about April 21, 2021 under the symbol “LOCL”. “We are excited to complete this transaction, and with it we can now fully adopt our new name - Freshlocal Solutions,” noted Peter van Stolk, Chief Executive Officer of the Company. “We look forward to the up- coming listing of our common shares on the TSX and to earning our place as a preferred investment option in the global eGrocery business.” Further Information For additional information about Freshlocal Solutions and the Transaction, please refer to the filing statement dated April 9, 2021 which has been filed under the Company’s profile on SEDAR at www.sedar.com. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. About Freshlocal Solutions Freshlocal Solutions is a Vancouver-based company that is building a leadership position in the provision of end-to-end grocery e-commerce solutions. The Company operates two primary businesses, FoodX and eGrocery, both of which support its corporate mission to leverage innovation and technology to create a sustainable and profitable food system for all. FoodX Technologies (“FoodX”) is Freshlocal Solutions’ scalable end-to-end SaaS-based eGrocery Management Solution (eGMS) which is designed to meet the needs of large and small grocery retailers while providing profitable unit economics. The FoodX eGMS is the culmination of over 20 years of experience in online grocery and the company’s proven track record of delivering efficiently, sustainably and profitably. The Company’s consumer eGrocery business has expanded into one of Canada’s largest online grocery companies, with a focus on delivering fresh, local, organic produce and groceries, along with exceptional customer experiences. Freshlocal Solutions serves - 2 - the main urban markets in Alberta and British Columbia through its brick and mortar store locations operating under the Blush Lane and Be Fresh banners, as well as through SPUD.ca which is the Company’s award-winning online eGrocery platform. For more information, please visit http://freshlocalsolutions.com. For further information, please contact: Adrienne Uy Chief Financial Officer and Corporate Secretary Freshlocal Solutions Inc. (604) 288-7008 [email protected] Investor Relations: Ian S. Tharp, CFA (416) 567-2563 [email protected] Media Contact: [email protected] Notice on Forward Looking Information Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the listing of the Company on the TSX. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about general business and economic conditions of the Company and the market in which it operates. The foregoing list of assumptions is not exhaustive. Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward- looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: final approval of the Company’s listing application by the TSX; risks associated with the business of the Company; business and economic conditions in the eGrocery industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions; the ability to obtain financing as required; and other risk factors as detailed from time to time. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. .
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